Operating Agreements. By entering into this Agreement, Grantee agrees and acknowledges that (a) Grantee has received and read a copy of the applicable Operating Agreement(s), (b) the Owned Units are subject to the applicable Operating Agreement(s) (including indirectly to the EOC Parent LLC Agreement), the terms of which Operating Agreement(s) are hereby incorporated herein by reference and made part of this Agreement, and (c) Grantee shall be bound by all of the terms and conditions of the applicable Operating Agreement(s). In the event of a conflict between any term or provision contained in this Agreement (other than Section 2.4 hereof) and a term or provision of an applicable Operating Agreement (other than the EOC Parent LLC Agreement) and/or the EOC Parent LLC Agreement, the applicable terms and provisions of the EOC Parent LLC Agreement shall govern and prevail, and then in decreasing order of seniority, the applicable Operating Agreement and lastly, this Agreement. Without limiting the provisions of this Section 2.1, Grantee acknowledges that the Owned Units are subject to the provisions of the applicable Operating Agreement(s) under which (i) the applicable governing body has full discretion to interpret and administer this Agreement and its judgments are final, binding and conclusive on Grantee (absent manifest error), and (ii) Grantee shall be prohibited from Transferring the Owned Units to any other Person except as expressly permitted by the applicable Operating Agreement(s) or as provided for herein. Notwithstanding Grantee’s status as a member of Xxxx XX, Xxxx XX and WME Holdco, Grantee shall have no right whatsoever to (A) examine the books and records of Xxxx XX, Xxxx XX and WME Holdco or Employer or (B) obtain any information about the identities of the other members of Xxxx XX, Xxxx XX and WME Holdco or members of Employer (or of the size or nature of such other members’ or members’ interests in Xxxx XX, Xxxx XX and WME Holdco or Employer, respectively). This Agreement shall not restricted in any way the adoption of any amendment to any applicable Operating Agreement(s) in accordance with the terms of such applicable Operating Agreement(s).
Appears in 5 contracts
Samples: Equity Award Agreement (Endeavor Group Holdings, Inc.), Equity Award Agreement (Endeavor Group Holdings, Inc.), Equity Award Agreement (Endeavor Group Holdings, Inc.)
Operating Agreements. By entering into this Agreement, Grantee agrees and acknowledges that (a) Grantee has received and read a copy of the applicable Operating Agreement(s), (b) the Owned Units are subject to the applicable Operating Agreement(s) (including indirectly to the EOC Parent LLC Agreement), the terms of which Operating Agreement(s) are hereby incorporated herein by reference and made part of this Agreement, and (c) Grantee shall be bound by all of the terms and conditions of the applicable Operating Agreement(s). In the event of a conflict between any term or provision contained in this Agreement (other than Section 2.4 hereof) and a term or provision of an applicable Operating Agreement (other than the EOC Parent LLC Agreement) and/or the EOC Parent LLC Agreement, the applicable terms and provisions of the EOC Parent LLC Agreement shall govern and prevail, and then in decreasing order of seniority, the applicable Operating Agreement and lastly, this Agreement. Without limiting the provisions of this Section 2.1, Grantee acknowledges that the Owned Units are subject to the provisions of the applicable Operating Agreement(s) under which (i) the applicable governing body has full discretion to interpret and administer this Agreement and its judgments are final, binding and conclusive on Grantee (absent manifest error), and (ii) Grantee shall be prohibited from Transferring the his or her Owned Units to any other Person except as expressly permitted by the applicable Operating Agreement(s) or as provided for herein. Notwithstanding Grantee’s status as a member of Xxxx XXIris I, Xxxx XX and WME HoldcoXxxx V, Grantee shall have no right whatsoever to (A) examine the books and records of Xxxx XXIris I, Xxxx XX and WME Holdco Xxxx V or Employer or (B) obtain any information about the identities of the other members of Xxxx XXIris I, Xxxx XX and WME Holdco Xxxx V or members of Employer (or of the size or nature of such other members’ or members’ interests in Xxxx XXIris I, Xxxx XX and WME Holdco Xxxx V or Employer, respectively). This Agreement shall not restricted in any way the adoption of any amendment to any applicable Operating Agreement(s) in accordance with the terms of such applicable Operating Agreement(s).
Appears in 4 contracts
Samples: Equity Award Agreement (Endeavor Group Holdings, Inc.), Equity Award Agreement (Endeavor Group Holdings, Inc.), Equity Award Agreement (Endeavor Group Holdings, Inc.)
Operating Agreements. By entering into this Agreement, Grantee agrees and acknowledges that (a) Grantee has received and read a copy of the applicable Operating Agreement(s), (b) the Owned Units are subject to the applicable Operating Agreement(s) (including indirectly to the EOC Parent LLC Agreement), the terms of which Operating Agreement(s) are hereby incorporated herein by reference and made part of this Agreement, and (c) Grantee shall be bound by all of the terms and conditions of the applicable Operating Agreement(s). In the event of a conflict between any term or provision contained in this Agreement (other than Section 2.4 hereof) and a term or provision of an applicable Operating Agreement (other than the EOC Parent LLC Agreement) and/or the EOC Parent LLC Agreement, the applicable terms and provisions of the EOC Parent LLC Agreement shall govern and prevail, and then in decreasing order of seniority, the applicable Operating Agreement and lastly, this Agreement. Without limiting the provisions of this Section 2.1, Grantee acknowledges that the Owned Units are subject to the provisions of the applicable Operating Agreement(s) under which (i) the applicable governing body has full discretion to interpret and administer this Agreement and its judgments are final, binding and conclusive on Grantee (absent manifest error), and (ii) Grantee shall be prohibited from Transferring the Owned Units to any other Person except as expressly permitted by the applicable Operating Agreement(s) or as provided for herein. Notwithstanding Grantee’s status as a member of Xxxx XX, Xxxx XX and WME Holdco, Grantee shall have no right whatsoever to (A) examine the books and records of Xxxx XX, Xxxx XX and WME Holdco or Employer or (B) obtain any information about the identities of the other members of Xxxx XX, Xxxx XX and WME Holdco or members of Employer (or of the size or nature of such other members’ or members’ interests in Xxxx XX, Xxxx XX and WME Holdco or Employer, respectively). This Agreement shall not restricted restrict in any way the adoption of any amendment to any applicable Operating Agreement(s) in accordance with the terms of such applicable Operating Agreement(s)Agreements.
Appears in 4 contracts
Samples: Equity Award Agreement (Endeavor Group Holdings, Inc.), Equity Award Agreement (Endeavor Group Holdings, Inc.), Equity Award Agreement (Endeavor Group Holdings, Inc.)
Operating Agreements. By entering into this Agreement, Grantee agrees and acknowledges that (a) Grantee has received and read a copy of the applicable Operating Agreement(s), (b) the Owned Units are subject to the applicable Operating Agreement(s) (including indirectly to the EOC Parent LLC Agreement), the terms of which Operating Agreement(s) are hereby incorporated herein by reference and made part of this Agreement, and (c) Grantee shall be bound by all of the terms and conditions of the applicable Operating Agreement(s). In the event of a conflict between any term or provision contained in this Agreement (other than Section 2.4 hereof) and a term or provision of an applicable Operating Agreement (other than the EOC Parent LLC Agreement) and/or the EOC Parent LLC Agreement, the applicable terms and provisions of the EOC Parent LLC Agreement shall govern and prevail, and then in decreasing order of seniority, the applicable Operating Agreement and lastly, this Agreement. Without limiting the provisions of this Section 2.1, Grantee acknowledges that the Owned Units are subject to the provisions of the applicable Operating Agreement(s) under which (i) the applicable governing body has full discretion to interpret and administer this Agreement and its judgments are final, binding and conclusive on Grantee (absent manifest error), and (ii) Grantee shall be prohibited from Transferring the Owned Units to any other Person except as expressly permitted by the applicable Operating Agreement(s) or as provided for herein. Notwithstanding Grantee’s status as a member of Xxxx XXIris I, Xxxx XX and WME HoldcoXxxx XX, Grantee shall have no right whatsoever to (A) examine the books and records of Xxxx XXIris I, Xxxx XX and WME Holdco Xxxx XX or Employer Employer, or (B) obtain any information about the identities of the other members of Xxxx XXIris I, Xxxx XX and WME Holdco Xxxx XX or members of Employer (or of the size or nature of such other members’ or members’ interests in Xxxx XXIris I, Xxxx XX and WME Holdco Xxxx XX or Employer, respectively). This Agreement shall not restricted restrict in any way the adoption of any amendment to any the applicable Operating Agreement(s) in accordance with the terms of such applicable Operating Agreement(s).
Appears in 3 contracts
Samples: Equity Award Agreement (Endeavor Group Holdings, Inc.), Equity Award Agreement (Endeavor Group Holdings, Inc.), Equity Award Agreement (Endeavor Group Holdings, Inc.)